-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QHD3sRBtAOpF68LkgO9EjWYmYYu8BRqL0Hxg99wMGH5ehP5qJIHRR9wFuOU2q4+2 6AMQNQgwmBHyfGjGS0FU4Q== 0000893220-99-000372.txt : 19990330 0000893220-99-000372.hdr.sgml : 19990330 ACCESSION NUMBER: 0000893220-99-000372 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11071 FILM NUMBER: 99576592 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 10-K/A 1 FORM 10-K AMENDMENT 1 - UGI CORPORATION 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 Commission file number 1-11071 UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 23-2668356 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 460 North Gulph Road, King of Prussia, PA 19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 337-1000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF CLASS ON WHICH REGISTERED Common Stock, without par value New York Stock Exchange, Inc. Philadelphia Stock Exchange, Inc. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None ----------------------------------- The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended September 30, 1998 to include the financial statements required by Form 11-K with respect to the UGI Utilities, Inc. Savings Plan and the AmeriGas Propane, Inc. Savings Plan, as set forth herein: PART II: SECURITIES AND FINANCIAL INFORMATION ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Financial Statements and Financial Statement Schedules incorporated by reference or included in this report are as follows: 2 UGI CORPORATION AND SUBSIDIARIES FINANCIAL INFORMATION FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K YEAR ENDED SEPTEMBER 30, 1998 Title F-1 3 UGI CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES The consolidated financial statements and supplementary data of UGI Corporation and subsidiaries, together with the report thereon of Arthur Andersen LLP dated November 13, 1998, listed in the following index, are included in UGI's 1998 Annual Report to Shareholders and are incorporated in this Form 10-K Annual Report by reference. With the exception of the pages listed in this index and information incorporated in Items 1, 2, 5, 7 and 8, the 1998 Annual Report to Shareholders is not to be deemed filed as part of this Report.
Reference ------------------------------------ Annual Report to Form 10-K Shareholders (page) (page) ------------- -------------- Reports of Independent Public Accountants: On Consolidated Financial Statements 43 On Financial Statement Schedules F-4 On Consolidated Financial Statements and Financial Statement Schedule F-5 Report of Independent Public Accountants on the Consolidated Financial Statements of AmeriGas Propane, Inc. and subsidiaries for the fiscal year ended September 30, 1996 F-6 Financial Statements: Consolidated Balance Sheets, September 30, 1998 and 1997 24 to 25 For the years ended September 30, 1998, 1997 and 1996: Consolidated Statements of Income 23 Consolidated Statements of Cash Flows 26 Consolidated Statements of Stockholders' Equity 27
F-2 4 UGI CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
Reference ------------------------------------ Annual Report to Form 10-K Shareholders (page) (page) ------------- -------------- Notes to Consolidated Financial Statements 28 to 42 Supplementary Data (unaudited): Quarterly Data for the years ended September 30, 1998 and 1997 42 Financial Statements for the UGI Utilities, Inc. Savings Plan F-7 to F-26 Financial Statements for the AmeriGas Propane, Inc. Savings Plan F-27 to F-47 Financial Statement Schedules: For the years ended September 30, 1998, 1997 and 1996: I - Condensed Financial Information of Registrant (Parent Company) S-1 to S-3 II - Valuation and Qualifying Accounts S-4 to S-5
We have omitted all other financial statement schedules because the required information is either (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) the information required is included elsewhere in the financial statements or related notes. F-3 5 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of UGI Corporation: We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in UGI Corporation's annual report to shareholders for the year ended September 30, 1998, incorporated by reference in this Form 10-K, and have issued our report thereon dated November 13, 1998. Our audits were made for the purpose of forming an opinion on those consolidated financial statements taken as a whole. The schedules listed in the Index on pages F-2 and F-3 are the responsibility of UGI Corporation's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. The information for the years ended September 30, 1998 and 1997 included on these schedules has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Chicago, Illinois November 13, 1998 F-4 6 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of UGI Corporation We have audited the accompanying consolidated statements of income, stockholders' equity and cash flows of UGI Corporation and subsidiaries for the year ended September 30, 1996. We have also audited the related financial statement schedules for the year ended September 30, 1996 listed in the index on pages F-2 and F-3 inclusive, of this Form 10-K. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audit. We did not audit the consolidated financial statements of AmeriGas Propane, Inc. and subsidiaries, for the year ended September 30, 1996, which statements reflect total revenues constituting 65 percent of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for AmeriGas Propane, Inc. and subsidiaries for those periods, is based solely on the report of the other auditors. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audit and the report of the other auditors, the consolidated financial statements and financial statement schedules referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of UGI Corporation and subsidiaries for the year ended September 30, 1996, in conformity with generally accepted accounting principles. Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania November 22, 1996 F-5 7 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of AmeriGas Propane, Inc.: We have audited the consolidated balance sheet of AmeriGas Propane, Inc. (a Pennsylvania corporation and a wholly owned subsidiary of AmeriGas, Inc.) and subsidiaries as of September 30, 1996, and the related consolidated statements of operations, stockholder's equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AmeriGas Propane, Inc. and subsidiaries as of September 30, 1996, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Chicago, Illinois November 22, 1996 F-6 8 UGI UTILITIES, INC. SAVINGS PLAN FINANCIAL STATEMENTS for the years ended September 30, 1998 and 1997 F-7 9 UGI UTILITIES, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS: Page(s) ------- Report of Independent Public Accountants F-9 Financial Statements: Statements of Net Assets Available for Benefits at September 30, 1998 and 1997 F-10 to F-11 Statements of Changes in Net Assets Available for Benefits for the years ended September 30, 1998 and 1997 F-12 to F-13 Notes to Financial Statements F-14 to F-24 Item 27a - Schedule of Assets Held for Investment Purposes - September 30, 1998 F-25 Item 27d - Schedule of Reportable Transactions for the year ended September 30, 1998 F-26 F-8 10 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Retirement Committee of UGI Utilities, Inc.: We have audited the accompanying statements of net assets available for benefits of the UGI Utilities, Inc. Savings Plan (the "Plan") as of September 30, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 1998 and 1997 and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Chicago, Illinois March 19, 1999 F-9 11 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION September 30, 1998
Participant Directed ----------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock TOTAL Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ------------ ----------- Trust investments (Note 3) $40,084,418 $ 1,985,693 $ 9,856,218 $12,361,716 $ 3,053,522 $ 849,079 $ 2,434,427 Loans to participants 1,333,525 Employers' contributions receivable 1,064,821 230,527 288,833 24,854 25,610 70,048 ----------- ----------- ----------- ----------- ----------- ------------ ----------- Net assets available for benefits $42,482,764 $ 1,985,693 $10,086,745 $12,650,549 $ 3,078,376 $ 874,689 $ 2,504,475 =========== =========== =========== =========== =========== ============ ===========
Participant Directed -------------------------------------------------------------------------------------- Fidelity Managed Fidelity Fidelity Income U.S. Equity Growth Fidelity Other Portfolio II Index Fidelity Company Overseas Investment Participant Fund Fund Fund Fund Fund Funds Loans ------------ ----------- ---------- --------- --------- ---------- ----------- Trust investments (Note 3) $ 5,278,268 $1,607,693 $1,346,425 $ 895,539 $ 415,838 Loans to participants $1,333,525 Employers' contributions receivable 209,995 68,372 59,975 45,613 24,922 $ 16,072(1) ------------ ----------- ---------- --------- --------- ---------- ----------- Net assets available for benefits $ 5,488,263 $1,676,065 $1,406,400 $ 941,152 $ 440,760 $ 16,072 $1,333,525 ============ =========== ========== ========= ========= ========== ===========
(1) Amount represents employers' contribution receivable which was allocated to new investment funds established effective October 1, 1998. See Note 1. The accompanying notes are an integral part of these financial statements. F - 10 12 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION September 30, 1997
Participant Directed ----------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock TOTAL Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- ------------ ----------- Trust investments (Note 3) $36,744,193 $ 4,407,963 $ 9,691,206 $10,856,466 $ 3,020,671 $ 558,240 $ 2,766,116 Loans to participants 1,149,746 Employers' contributions receivable 988,310 235,085 270,011 36,672 18,097 70,233 ----------- ----------- ----------- ----------- ----------- ------------ ----------- Net assets available for benefits $38,882,249 $ 4,407,963 $ 9,926,291 $11,126,477 $ 3,057,343 $ 576,337 $ 2,836,349 =========== =========== =========== =========== =========== ============ ===========
Participant Directed ----------------------------------------------------------------------------- Fidelity Managed Fidelity Fidelity Income U.S. Equity Growth Fidelity Portfolio II Index Fidelity Company Overseas Participant Fund Fund Fund Fund Fund Loans ------------- ------------ ---------- ---------- ---------- ------------ Trust investments (Note 3) $ 3,238,410 $ 760,750 $640,847 $ 585,598 $ 217,926 Loans to participants $1,149,746 Employers' contributions receivable 224,489 40,928 38,291 40,001 14,503 ------------- ------------ ---------- ---------- ---------- ------------ Net assets available for benefits $ 3,462,899 $ 801,678 $679,138 $ 625,599 $ 232,429 $1,149,746 ============= ============ ========== ========== ========== ============
The accompanying notes are an integral part of these financial statements. F - 11 13 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION For the Year Ended September 30, 1998
Participant Directed -------------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock TOTAL Fund Fund Fund Fund Fund Fund ------------ ------------ ------------ ------------ ----------- ------------ ----------- Participants' contributions $ 4,045,619 $ 916,323 $ 1,125,648 $ 160,577 $104,964 $ 291,562 Employers' contributions 1,064,821 230,527 288,833 24,854 25,610 70,048 Investment income: Interest 118,381 118,381 Dividends 2,325,606 608,049 835,775 156,697 45,035 141,842 Net appreciation (depreciation) in value of investments (1,531,066) (621,701) (374,256) 20,503 (408,247) Other 106,039 (2,598) 20,731 33,707 6,078 1,571 7,881 Transfers of participants' balances, net (173,836) (2,436,555) (462,071) 266,772 (52,022) 111,204 (297,832) ------------ ------------ ------------ ------------ ----------- ------------ ----------- 5,955,564 (2,320,772) 691,858 2,176,479 296,184 308,887 (194,746) Less - Distributions to participants 2,355,049 101,498 531,404 652,407 275,151 10,535 137,128 ------------ ------------ ------------ ------------ ----------- ------------ ----------- Net additions (deductions) 3,600,515 (2,422,270) 160,454 1,524,072 21,033 298,352 (331,874) Net assets available for benefits- beginning of year 38,882,249 4,407,963 9,926,291 11,126,477 3,057,343 576,337 2,836,349 ------------ ------------ ------------ ------------ ----------- ------------ ----------- Net assets available for benefits- end of year $42,482,764 $ 1,985,693 $10,086,745 $12,650,549 $3,078,376 $874,689 $2,504,475 ============ ============ ============ ============ =========== ============ ===========
Participant Directed --------------------------------------------------------------------------------------- Fidelity Managed Fidelity Fidelity Income U.S. Equity Growth Fidelity Other Portfolio II Index Fidelity Company Overseas Investment Participant Fund Fund Fund Fund Fund Funds Loans ------------ ----------- ----------- --------- --------- ---------- ----------- Participants' contributions $ 698,201 $ 279,276 $ 193,872 $185,717 $ 89,479 Employers' contributions 209,995 68,372 59,975 45,613 24,922 $ 16,072(1) Investment income: Interest Dividends 303,894 35,117 113,477 72,019 13,701 Net appreciation (depreciation) in value of investments 44,760 (58,226) (68,683) (65,216) Other 27,986 3,323 2,628 3,143 1,589 Transfers of participants' balances, net 1,294,290 500,690 458,735 81,711 144,847 $ 216,395 ------------ ----------- ----------- --------- --------- ---------- ----------- 2,534,366 931,538 770,461 319,520 209,322 16,072 216,395 Less - Distributions to participants 509,002 57,151 43,199 3,967 991 32,616 ------------ ----------- ----------- --------- --------- ---------- ----------- Net additions (deductions) 2,025,364 874,387 727,262 315,553 208,331 16,072 183,779 Net assets available for benefits- beginning of year 3,462,899 801,678 679,138 625,599 232,429 1,149,746 ------------ ----------- ----------- --------- --------- ---------- ----------- Net assets available for benefits- end of year $ 5,488,263 $1,676,065 $1,406,400 $941,152 $440,760 $ 16,072 $1,333,525 ============ =========== =========== ========= ========= ========== ===========
(1) Amount represents employers' contribution receivable which was allocated to new investment funds established effective October 1, 1998. See Note 1. The accompanying notes are an integral part of these financial statements. F - 12 14 UGI UTILITIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION For the Year Ended September 30, 1997
Participant Directed ------------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock TOTAL Fund Fund Fund Fund Fund Fund ------------ ------------ ---------- ------------ ------------ ------------ ------------ Participants' contributions $ 2,856,432 $ 296 $ 631,171 $ 797,428 $ 124,475 $ 61,994 $ 224,609 Employers' contributions 988,310 235,085 270,011 36,672 18,097 70,233 Investment income: Interest 290,535 290,535 Dividends 1,333,527 468,812 300,106 168,173 33,003 135,772 Net appreciation in value of investments 5,397,064 2,029,913 2,618,194 7,711 416,924 Other 85,644 2,707 16,335 25,829 2,725 716 5,117 Transfers of participants' balances, net (293,614) (2,705,141) 250,179 (1,791,901) (307,293) (65,478) (128,585) ------------ ------------ ---------- ------------ ------------ ------------ ------------ 10,657,898 (2,411,603) 3,631,495 2,219,667 24,752 56,043 724,070 Less - Distributions to participants 1,967,127 600,688 296,895 252,959 264,765 22,402 126,761 ------------ ------------ ---------- ------------ ------------ ------------ ------------ Net additions (deductions) 8,690,771 (3,012,291) 3,334,600 1,966,708 (240,013) 33,641 597,309 Net assets available for benefits- beginning of year 30,191,478 7,420,254 6,591,691 9,159,769 3,297,356 542,696 2,239,040 ------------ ------------ ---------- ------------ ------------ ------------ ------------ Net assets available for benefits- end of year $38,882,249 $ 4,407,963 $9,926,291 $11,126,477 $ 3,057,343 $ 576,337 $ 2,836,349 ============ ============ ========== ============ ============ ============ ============
Participant Directed ---------------------------------------------------------------------- Fidelity Managed Fidelity Fidelity Income U.S. Equity Growth Fidelity Portfolio II Index Fidelity Company Overseas Participant Fund Fund Fund Fund Fund Loans ------------ ----------- -------- --------- --------- ----------- Participants' contributions $ 756,986 $ 67,827 $ 72,180 $ 89,650 $ 29,816 Employers' contributions 224,489 40,928 38,291 40,001 14,503 Investment income: Interest Dividends 175,949 10,658 25,090 10,374 5,590 Net appreciation in value of investments 120,615 90,550 85,884 27,273 Other 27,966 1,296 1,000 1,493 460 Transfers of participants' balances, net 2,597,944 584,131 442,501 385,296 149,723 $ 295,010 ------------ ----------- -------- --------- --------- ----------- 3,783,334 825,455 669,612 612,698 227,365 295,010 Less - Distributions to participants 346,939 34,106 3,893 2,178 592 14,949 ------------ ----------- -------- --------- --------- ----------- Net additions (deductions) 3,436,395 791,349 665,719 610,520 226,773 280,061 Net assets available for benefits- beginning of year 26,504 10,329 13,419 15,079 5,656 869,685 ------------ ----------- -------- --------- --------- ----------- Net assets available for benefits- end of year $ 3,462,899 $ 801,678 $679,138 $ 625,599 $ 232,429 $1,149,746 ============ =========== ======== ========= ========= ===========
The accompanying notes are an integral part of these financial statements. F - 13 15 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the UGI Utilities, Inc. Savings Plan (Plan) provides general information on the provisions of the Plan in effect on September 30, 1998 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan covering employees of UGI Utilities, Inc. (UGI Utilities), its holding company parent UGI Corporation (UGI), and certain affiliated companies (collectively, the Employers). Effective October 1, 1997, employees of the Employers are eligible upon hire to participate in the Plan. Prior to October 1, 1997, the Plan covered employees of the Employers having a minimum of one year of eligible service, as defined in the Plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the UGI Utilities Retirement Committee (Plan Administrator) whose members are appointed by the Board of Directors of UGI Utilities. CONTRIBUTIONS. Effective October 1, 1997, a participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 15%, in whole percentages, of eligible compensation. Prior to October 1, 1997, a participant could elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 6%, in whole percentages, of eligible compensation. In addition, a participant may elect to contribute to the Plan on an after-tax basis through payroll deduction an amount equal to from 1% to 6%, in whole percentages, of eligible compensation provided that the combination of before-tax and after-tax contributions does not exceed 15% of eligible compensation during the 1998 Plan year, or 10% of eligible compensation during the 1997 Plan year. Calendar year before-tax and after-tax contribution amounts are subject to limits prescribed by the Internal Revenue Code (IRC). A participant may increase the rate of his or her before-tax or after-tax contributions at any time. A participant may reduce or suspend his or her before-tax or after-tax contributions at any time by filing a written request with the Plan Administrator. A participant will at all times be fully (100%) vested in the portion of his or her account attributable to participant contributions. Effective October 1, 1997, the Plan also accepts on behalf of any employee, whether or not he or she has met the requirements for participation in the Plan, (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in section 401(a) of the IRC or from a "rollover" individual retirement plan described in section 408 of the IRC, or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. For each Plan year, each of the Employers may, at their discretion, make a contribution to the Plan equal to a percentage of participant before-tax and after-tax contributions, up to a total of 6% of compensation for each eligible participant. In order to be entitled to the Employers' F-14 16 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) contribution, a participant must (i) have completed a year of service, and (ii) either (A) be actively employed by any of the Employers, or on a qualifying leave of absence, on the last day of the Plan year or (B) have retired, become disabled (as defined in the Plan), or died while an employee during the Plan year. Employers' contributions for the 1998 and 1997 Plan years, which were made in October 1998 and October 1997, respectively, were invested in accordance with participant investment elections in effect on the dates of the contributions. A participant is fully vested in the portion of his or her account attributable to Employers' contributions upon the earlier of (i) the completion of five years of service or (ii) the attainment of normal retirement age, total disability (as defined by the Plan document) or death while in the employ of the Employers or an affiliated company. For Plan purposes, a participant will attain normal retirement age on the later of his or her 65th birthday or the fifth anniversary of his or her date of hire. A participant who terminates employment before he or she is fully vested will forfeit nonvested amounts attributable to the Employers' contributions. These forfeited amounts remain in the Plan and are available to reduce future Employer contributions. For the 1998 and 1997 Plan years, forfeitures of $25,146 and $5,000, respectively, were used to reduce the Employers' contributions. During the 1998 and 1997 Plan years, $22,283 and $6,728, respectively, were forfeited from participants' accounts. As of September 30, 1998 and 1997, there were $744 and $943, respectively, of forfeitures remaining in the Plan. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more of the following funds: - Fixed Income Fund This fund consists of three-year guaranteed investment contracts with insurance companies. The 1996 Plan year contract was placed with New York Life Insurance Company. The 1995 Plan year contract was placed with John Hancock Mutual Life Insurance Company. The investment objective of the fund is to provide a fixed rate of investment return guaranteed by the insurance companies for a specified period of time. The 1996 and 1995 Plan year contracts matured on September 30, 1998 and 1997, respectively. Effective October 1, 1996, contributions to the Fixed Income Fund were discontinued. Participant account balances in the Fixed Income Fund are liquidated and reinvested in accordance with participant elections (or, if an election is not made, the default fund described below) as the guaranteed investment contracts mature. F-15 17 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally income-producing equity securities and whose investment objective is to achieve reasonable income and capital appreciation. - Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity securities of domestic, foreign, and multinational issuers and whose investment objective is to achieve capital appreciation over an extended period of time. - Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise high-quality, short-term certificates of deposit, repurchase agreements, commercial paper or other similar short-term investments and whose investment objective is to achieve current income while maintaining a stable share price. - Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise investment-grade fixed income obligations including U.S. Government and corporate bonds and mortgage-backed securities with average maturities of three to ten years and whose investment objective is to achieve high current income. - UGI Common Stock Fund This fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in the fund that invests in such shares. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. The UGI Common Stock Fund holds a small cash position in order to allow participants to perform certain transactions on a daily basis without having to wait for the purchase or sale of UGI Common Stock to settle. During the 1998 Plan year and the period November 8, 1996 (the date the fund was initially unitized) to September 30, F-16 18 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 1997, the range of high and low unit values were $12.76 and $9.12, and $11.68 and $9.05, respectively. - Fidelity Managed Income Portfolio II Fund This fund is an unaffiliated commingled pool whose investments comprise principally guaranteed investment contracts offered by insurance companies and financial institutions and whose investment objective is to provide a fixed rate of investment return guaranteed by the insurance company or financial institution for a specified period of time, generally between one and seven years. - Fidelity U. S. Equity Index Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally U.S. equity securities that broadly represent the U.S. stock market as measured by the Standard & Poor's Composite Index of 500 Stocks (S&P 500) and whose investment objective is to track the performance of the S&P 500. - Fidelity Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity and fixed income securities of domestic and foreign issuers and whose investment objective is to achieve long-term capital appreciation and current income. - Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity securities of companies with above average potential for growth and whose investment objective is to achieve capital appreciation over an extended period of time. - Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity securities of foreign issuers and whose investment objective is to achieve capital appreciation over an extended period of time. Effective October 1, 1998, twenty additional fund options were established by the Plan. Because the Employers' contributions for the 1998 Plan year were made subsequent to September 30, F-17 19 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 1998, a portion of such contributions were allocated to these funds in accordance with then-existing participant investment elections as follows:
Fidelity Puritan Fund $ 208 Fidelity Growth and Income Portfolio 98 Fidelity Value Fund -- Fidelity OTC Portfolio 218 Fidelity Real Estate Investment Portfolio 83 Fidelity Balanced Fund 213 Fidelity International Growth and Income Fund 255 Fidelity Blue Chip Growth Fund 4,193 Fidelity Low-Priced Stock Fund -- Fidelity Worldwide Fund -- Fidelity Equity Income II Fund 115 Fidelity Small Cap Selector Fund 685 Fidelity U.S. Bond Index Fund 1,305 Fidelity Freedom Income Fund 2,461 Fidelity Freedom 2000 Fund 3,306 Fidelity Freedom 2010 Fund 82 Fidelity Freedom 2020 Fund 2,677 Fidelity Freedom 2030 Fund 173 Fidelity Capital Appreciation Fund -- Fidelity Capital and Income Fund -- ------- $16,072 =======
Effective November 15, 1996, participants may transfer amounts between funds (excluding transfers from the Fixed Income Fund prior to the expiration of the investment contracts) at any time with no limit. Prior to November 15, 1996, participants could transfer amounts between funds (excluding the Fixed Income Fund prior to the expiration of the investment contracts) at any time during a calendar quarter, limited to once each quarter. Participants may change their investment elections for future contributions at any time. In the absence of a participant's Fixed Income Fund reinvestment election, during the 1998 and 1997 Plan years all amounts were reinvested in the Fidelity Managed Income Portfolio II Fund. Fidelity Management Trust Company is the Plan's trustee for all investment assets except for investment assets of the Fixed Income Fund for which Mellon Bank, N.A. is the Plan's trustee. DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a result of retirement, death or total disability, as defined by the Plan document, shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation F-18 20 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Common Stock. The Plan benefit of a participant who terminates employment for reasons other than retirement, death or total disability shall be equal to the proceeds of liquidation of the vested portion of his or her account. Where the amount to be distributed exceeds $3,500, no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined above) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $3,500, a Plan participant's benefit will be distributed as soon as practicable after the participant's termination of employment. A participant who continues to work past age 70-1/2 may elect to defer distribution until he terminates employment. In all other cases, distributions must be made or commence by April 1 of the calendar year following the year in which the participant attains age 70-1/2. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a lump-sum distribution of the proceeds of liquidation of 100% of the balance credited to the participant's account. Generally, the account will be distributed to the beneficiary as soon as practicable following the date of death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her account attributable to after-tax contributions (including after-tax contributions that were matched by the Employer) at any time. However, the withdrawal must be in an amount of at least $250. If any portion of the amount withdrawn is attributable to Employer contributions, the participant's participation in the Plan will be suspended for the three-month period following the withdrawal. No more than one withdrawal in any calendar year is permitted from each of the matched and unmatched portions of a participant's after-tax contribution account. A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) and effective October 1, 1997, rollover contributions, only on account of financial hardship resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure on a primary residence; or (d) purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. While a participant is still employed by any of the Employers, withdrawals of amounts attributable to Employer's contributions and post-1988 earnings on participant before-tax contributions, are not permitted. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (a) 50% of a F-19 21 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) participant's before-tax and rollover account balances, or (b) $50,000 less the highest balance of any loan during the prior twelve-month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $500. The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are chargeable to the Plan unless paid for by the Employers. The Employers currently pay such expenses. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, UGI Utilities has the right to terminate the Plan in whole or in part at any time for any reason. In the event of a complete or partial termination of the Plan, the affected participants will become fully vested in their account balances. PLAN AMENDMENT. UGI Utilities may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with applicable legal requirements, however, may be made by an officer of the Company without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund, and a pro rata portion of unvoted shares. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. 2. ACCOUNTING POLICIES Investments, other than contracts with insurance companies, are recorded at fair value generally based upon quoted market prices. The contracts with insurance companies included in the Fixed Income Fund approximate fair value and represent amounts on deposit with insurance companies plus accrued interest. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. F-20 22 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Fixed Income Fund for which distributions are based upon contract value) as of the date of the distribution. Transfers of participant balances represent amounts directed by participants to be transferred among investment funds, amounts transferred as a result of the maturity of group annuity contracts, and those amounts transferred to or from the AmeriGas Propane, Inc. Savings Plan, a related plan. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from these estimates. F-21 23 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at September 30, 1998 and 1997 are as follows:
September 30, 1998 1997 ----------- ----------- Fixed Income Fund Group annuity contracts with insurance companies: 1996 Plan Year - 6.12% $ 1,985,693 $ 2,009,833 1995 Plan Year - 6.86% - 2,398,130 ----------- ----------- 1,985,693 4,407,963 ----------- ----------- Fidelity Equity Income Fund (shares -- 1998 - 198,714; 1997 - 182,715) 9,856,218 9,691,206 ----------- ----------- Fidelity Magellan Fund (shares -- 1998 - 126,761; 1997 - 108,728) 12,361,716 10,856,466 ----------- ----------- Fidelity Cash Reserves Fund (shares -- 1998 - 3,053,522; 1997 - 3,020,671) 3,053,522 3,020,671 ----------- ----------- Fidelity Intermediate Bond Fund (shares -- 1998 - 81,642; 1997 - 55,162) 849,079 558,240 ----------- ----------- UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 1998 - 241,341; 1997 - 230,823) 2,398,928 2,730,641 Dividends receivable 35,499 35,475 ----------- ----------- 2,434,427 2,766,116 ----------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 1998 - 5,278,268; 1997 - 3,238,410) 5,278,268 3,238,410 ----------- ----------- Fidelity U.S. Equity Index Fund (shares -- 1998 - 44,253; 1997 - 22,173) 1,607,693 760,750 ----------- ----------- Fidelity Fund (shares -- 1998 - 44,881; 1997 - 21,227) 1,346,425 640,847 ----------- ----------- Fidelity Growth Company Fund (shares -- 1998 - 19,883; 1997 - 11,757) 895,539 585,598 ----------- ----------- Fidelity Overseas Fund (shares -- 1998 - 13,354; 1997 - 5,940) 415,838 217,926 ----------- ----------- Total trust investments - fair value, except for group annuity contracts which are carried at cost plus accrued interest $40,084,418 $36,744,193 =========== =========== Total trust investments - cost $35,755,412 $29,926,254 =========== ===========
F - 22 24 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The numbers of Plan participants with account balances by investment option at September 30, 1998 and 1997 were:
1998 1997 ---- ---- Fixed Income Fund: 1996 Plan Year contract 546 569 1995 Plan Year contract - 570 Fidelity Equity Income Fund 677 640 Fidelity Magellan Fund 779 701 Fidelity Cash Reserves Fund 464 498 Fidelity Intermediate Bond Fund 141 109 UGI Common Stock Fund 506 463 Fidelity Managed Income Portfolio II Fund 575 591 Fidelity U.S. Equity Index Fund 233 134 Fidelity Fund 212 122 Fidelity Growth Company Fund 181 129 Fidelity Overseas Fund 135 86 Participant loans 245 228
The total number of Plan participants with account balances at September 30, 1998 and 1997 of 1,253 and 1,153, respectively, was less than the sum of the numbers of participants shown in the schedule above because many participants invest in more than one fund. During the 1998 and 1997 Plan years, the Plan purchased, at market prices, 14,043 and 16,987 shares of UGI Corporation Common Stock directly from UGI for $371,480 and $397,544, respectively. The Plan's principal financial instruments subject to credit risk are the investments of the separate investment funds. The degree and concentration of credit risk varies by fund depending upon the type and diversity of investments. The Schedule of Assets Held for Investment Purposes depicts the types of investment funds available and the proportionate share of assets held in each particular investment option. 4. FEDERAL INCOME TAX STATUS On July 31, 1995, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of September 30, 1994 under Section 401(a) of the IRC. The Plan has since been amended, however, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the Trust) and participants are not taxed on Employers' contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. F-23 25 UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. CHANGE IN PLAN YEAR The Pension Committee of UGI Utilities' Board of Directors approved a change to the Plan's fiscal year from one ending on September 30 to one ending on December 31. The change in the Plan's fiscal year will result in a short Plan year for the period October 1, 1998 to December 31, 1998. 6. SUBSEQUENT EVENT On February 28, 1999, the board of directors of UGI and Unisource Worldwide, Inc. (Unisource) approved an Agreement and Plan of Merger (Merger Agreement) for a stock-for-stock transaction. Under the terms of the Merger Agreement, UGI will exchange 0.566 shares of UGI common stock for each share of Unisource common stock outstanding at the effective time of the merger. The merger is conditioned upon, among other things, the approvals of UGI and Unisource shareholders and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Canadian Competition Act. UGI and Unisource anticipate the transaction will be completed by the end of June 1999. Also on February 28, 1999, the Board of Directors of UGI determined that, in connection with the merger, UGI will sell its natural gas and electric utility operations and its energy marketing businesses. UGI has commenced seeking buyers for these businesses and expects to complete the sale of these businesses substantially for cash during fiscal 2000. The sale of UGI's gas and electric utility operations will be subject to approval by the Pennsylvania Public Utility Commission. F-24 26 UGI UTILITIES, INC. SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
September 30, 1998 ------------------------------------------------------------------ Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (3) - --------------------------------- --------------- ----------- ----------- ------ FIXED INCOME FUND Contract with insurance company: (1) 1996 Plan Year -- New York Life - 6.12% (2) $1,985,693 $ 1,985,693 $ 1,985,693 100.00% ----------- ----------- ------ FIDELITY EQUITY INCOME FUND (2) (4) 198,714 shrs 7,822,322 9,856,218 100.00% ----------- ----------- ------ FIDELITY MAGELLAN FUND (2) (4) 126,761 shrs 10,246,999 12,361,716 100.00% ----------- ----------- ------ FIDELITY CASH RESERVES FUND (2) (4) 3,053,522 shrs 3,053,522 3,053,522 100.00% ----------- ----------- ------ FIDELITY INTERMEDIATE BOND FUND (4) 81,642 shrs 836,653 849,079 100.00% ----------- ----------- ------ UGI COMMON STOCK FUND (2) (4) UGI Corporation Unitized Stock Fund 241,341 units 2,319,914 2,398,928 98.54% Dividends receivable $ 35,499 35,499 35,499 1.46% ----------- ----------- ------ 2,355,413 2,434,427 100.00% ----------- ----------- ------ FIDELITY MANAGED INCOME PORTFOLIO II FUND (2) (4) 5,278,268 shrs 5,278,268 5,278,268 100.00% ----------- ----------- ------ FIDELITY U.S. EQUITY INDEX FUND (4) 44,253 shrs 1,477,426 1,607,693 100.00% ----------- ----------- ------ FIDELITY FUND (4) 44,881 shrs 1,346,083 1,346,425 100.00% ----------- ----------- ------ FIDELITY GROWTH COMPANY FUND (4) 19,883 shrs 893,832 895,539 100.00% ----------- ----------- ------ FIDELITY OVERSEAS FUND (4) 13,354 shrs 459,201 415,838 100.00% ----------- ----------- ------ PARTICIPANT LOANS Loan principal outstanding (7.00% - 10.00%) (4)(5) -- 1,333,525 100.00% ----------- ----------- ------ Total - all funds $35,755,412 $41,417,943 =========== ===========
(1) The 1996 Plan Year group annuity contract is carried at cost plus accrued interest. The insurance company guarantees the repayment of principal and the crediting of interest under this contract. The timing of the remittance of participant and employer contributions, if any, and other participant-directed transactions may cause the actual yield to vary from this rate. The 1996 Plan year contract is for a three-year term. (2) Investment represents 5% or more of the net assets available for benefits. (3) Percentages represent percentage of fair value / contract value of each fund. (4) Party in interest. (5) Range of interest rates for loans outstanding as of September 30, 1998. F - 25 27 UGI UTILITIES, INC. SAVINGS PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1) YEAR ENDED SEPTEMBER 30, 1998
Percent of Net Total Total Beginning Number of Number of Realized TRANSACTION BY FUND OR CARRIER Purchases Sales Net Assets Purchases Sales Gains ------------------------------ ----------- ---------- ---------- ---------- --------- -------- FIXED INCOME FUND Group Annuity Contract -- 1995 John Hancock Mutual Life - 6.86% (2) $ -- $2,397,407 6.2% -- 1 -- FIDELITY EQUITY INCOME FUND $2,647,875 $1,861,162 11.6% 147 77 $437,722 FIDELITY MAGELLAN FUND $3,621,076 $1,741,569 13.8% 157 68 $325,258 FIDELITY MANAGED INCOME PORTFOLIO II FUND $3,613,056 $1,573,197 13.3% 127 109 --
(1) A transaction or series of transactions within the plan year with or in conjunction with the same person, which exceeds 5% of the net assets available for benefits as of the beginning of the plan year. (2) The insurance company guarantees the repayment of principal and the crediting of interest under this contract. The timing of the remittance of participant and employer contributions, if any, and other participant-directed transactions may cause the actual yield to vary from the stated rate. The contracts are for three-year terms. F-26 28 AMERIGAS PROPANE, INC. SAVINGS PLAN FINANCIAL STATEMENTS for the years ended September 30, 1998 and 1997 F-27 29 AMERIGAS PROPANE, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS FINANCIAL STATEMENTS: Page(s) ------- Report of Independent Public Accountants F-29 Financial Statements: Statements of Net Assets Available for Benefits at September 30, 1998 and 1997 F-30 to F-31 Statements of Changes in Net Assets Available for Benefits for the years ended September 30, 1998 and 1997 F-32 to F-33 Notes to Financial Statements F-34 to F-45 Item 27a - Schedule of Assets Held for Investment Purposes - September 30, 1998 F-46 Item 27d - Schedule of Reportable Transactions for the year ended September 30, 1998 F-47 F-28 30 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Benefits Committee of AmeriGas Propane, Inc.: We have audited the accompanying statements of net assets available for benefits of the AmeriGas Propane, Inc. Savings Plan (the "Plan") as of September 30, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 1998 and 1997, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Chicago, Illinois March 19, 1999 F-29 31 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION September 30, 1998
Participant Directed --------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock Total Fund Fund Fund Fund Fund Fund ------------ ---------- ----------- ----------- ----------- ------------ ---------- Trust investments (Note 3) $127,715,516 $3,498,512 $28,011,033 $34,000,364 $28,120,717 $ 3,665,176 $2,207,684 Loans to participants 3,682,518 ------------ ---------- ----------- ----------- ----------- ------------ ---------- Net assets available for benefits $131,398,034 $3,498,512 $28,011,033 $34,000,364 $28,120,717 $ 3,665,176 $2,207,684 ============ ========== =========== =========== =========== ============ ==========
Participant Directed ------------------------------------------------------------------------------------ Fidelity Fidelity Fidelity Managed U.S. Equity Growth Fidelity Income Index Fidelity Company Overseas Participant Portfolio II Fund Fund Fund Fund Fund Loans ----------------- ------------- ----------- ----------- ----------- ----------- Trust investments (Note 3) $ 15,763,425 $ 3,849,983 $ 3,924,749 $ 3,637,906 $ 1,035,967 Loans to participants $ 3,682,518 ----------------- ------------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 15,763,425 $ 3,849,983 $ 3,924,749 $ 3,637,906 $ 1,035,967 $ 3,682,518 ================= ============= =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. F - 30 32 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION September 30, 1997
Participant Directed --------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock Total Fund Fund Fund Fund Fund Fund ------------ ---------- ----------- ----------- ----------- ------------ ---------- Trust investments (Note 3) $125,883,630 $8,735,309 $30,711,643 $32,918,096 $29,213,828 $ 3,002,368 $2,276,655 Loans to participants 2,874,200 ------------ ---------- ----------- ----------- ----------- ------------ ---------- Net assets available for benefits $128,757,830 $8,735,309 $30,711,643 $32,918,096 $29,213,828 $ 3,002,368 $2,276,655 ============ ========== =========== =========== =========== ============ ==========
Participant Directed ----------------------------------------------------------------------------- Fidelity Fidelity Fidelity Managed U.S. Equity Growth Fidelity Income Index Fidelity Company Overseas Participant Portfolio II Fund Fund Fund Fund Fund Loans ----------------- ----------- ---------- ---------- -------- ----------- Trust investments (Note 3) $ 9,966,151 $3,014,426 $2,390,809 $2,709,675 $944,670 Loans to participants $ 2,874,200 ------------ ----------- ---------- ---------- -------- ----------- Net assets available for benefits $ 9,966,151 $3,014,426 $2,390,809 $2,709,675 $944,670 $ 2,874,200 ============ =========== ========== ========== ======== ===========
The accompanying notes are an integral part of these financial statements. F - 31 33 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION For the Year Ended September 30, 1998
Participant Directed ------------------------------------------------------------------------------ Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock Total Fund Fund Fund Fund Fund Fund ------------ ---------- ----------- ----------- ----------- ------------ ---------- Participants' contributions $ 6,675,809 $ 1,406,751 $ 1,765,003 $ 381,701 $ 340,887 $ 302,146 Company contributions 4,383,100 891,399 1,172,746 298,390 226,584 203,125 Investment income: Interest 216,115 $ 216,115 Dividends 7,652,793 1,777,481 2,388,243 1,492,069 201,176 129,293 Net appreciation (depreciation) in value of investments (3,274,376) (1,849,169) (699,822) 92,796 (433,909) Loan administration fees (28,119) (2,639) (12,745) (2,496) (365) (5,840) Other 228,448 (17) 48,655 65,526 28,871 9,914 9,570 Transfers of participants' balances, net 173,836 (4,976,872) (2,514,643) (969,057) 134,496 269,046 (152,121) ------------ ---------- ----------- ----------- ----------- ---------- ---------- 16,027,606 (4,760,774) (242,165) 3,709,894 2,333,031 1,140,038 52,264 Less - Distributions to participants 13,387,402 476,023 2,458,445 2,627,626 3,426,142 477,230 121,235 ------------ ---------- ----------- ----------- ----------- ---------- ---------- Net additions (deductions) 2,640,204 (5,236,797) (2,700,610) 1,082,268 (1,093,111) 662,808 (68,971) Net assets available for benefits- beginning of year 128,757,830 8,735,309 30,711,643 32,918,096 29,213,828 3,002,368 2,276,655 ------------ ---------- ----------- ----------- ----------- ---------- ---------- Net assets available for benefits- end of year $131,398,034 $3,498,512 $28,011,033 $34,000,364 $28,120,717 $3,665,176 $2,207,684 ============ ========== =========== =========== =========== ========== ==========
Participant Directed ----------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Managed U.S. Equity Growth Fidelity Income Index Fidelity Company Overseas Participant Portfolio II Fund Fund Fund Fund Fund Loans ----------------- ----------- ---------- ---------- ---------- ----------- Participants' contributions $ 812,796 $ 425,734 $ 384,815 $ 659,691 $ 196,285 Company contributions 597,798 241,992 234,914 401,736 114,416 Investment income: Interest Dividends 896,879 98,358 324,881 297,413 47,000 Net appreciation (depreciation) in value of investments 197,302 (124,147) (275,288) (182,139) Loan administration fees (208) (46) (3,610) (170) Other 29,055 8,465 8,197 17,081 4,886 $ (1,755) Transfers of participants' balances, net 6,109,894 227,124 875,587 109,790 39,779 1,020,813 ---------------- ----------- ---------- ---------- ---------- ---------- 8,446,214 1,198,929 1,700,637 1,210,253 220,227 1,019,058 Less - Distributions to participants 2,648,940 363,372 166,697 282,022 128,930 210,740 ---------------- ----------- ---------- ---------- ---------- ---------- Net additions (deductions) 5,797,274 835,557 1,533,940 928,231 91,297 808,318 Net assets available for benefits- beginning of year 9,966,151 3,014,426 2,390,809 2,709,675 944,670 2,874,200 ---------------- ----------- ---------- ---------- ---------- ---------- Net assets available for benefits- end of year $15,763,425 $3,849,983 $3,924,749 $3,637,906 $1,035,967 $3,682,518 ================ =========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. F - 32 34 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION For the Year Ended September 30, 1997
Participant Directed ------------------------------------------------------------------------------- Fidelity Fidelity Fidelity UGI Fixed Equity Fidelity Cash Intermediate Common Income Income Magellan Reserves Bond Stock Total Fund Fund Fund Fund Fund Fund ------------ ---------- ----------- ----------- ----------- ------------ ---------- Merger of AmeriGas Propane, Inc. Pension Plan (Note 1) $ 35,418,653 $6,778,721 $ 5,074,664 $ 8,246,264 $14,525,846 $ 356,982 $ 59,105 Participants' contributions 6,574,791 1,301,147 1,714,947 702,184 361,269 326,243 Company contributions 4,604,209 916,658 1,194,047 528,321 246,134 197,878 Investment income: Interest 648,429 567,171 1,265 944 972 250 31 Dividends 5,116,269 1,615,956 940,404 1,593,522 163,006 96,308 Net appreciation in value of investments 16,809,205 7,065,909 8,097,367 25,993 324,281 Loan administration fees (15,335) (1,432) (6,679) (1,839) (209) (3,425) Other 174,890 (8,436) 37,355 49,034 21,652 9,591 6,853 Transfers of participants' balances, net 293,614 (6,484,143) (560,967) (3,461,297) (1,520,001) 324,398 175,958 ------------ ---------- ----------- ----------- ----------- ----------- ---------- 69,624,725 853,313 15,450,555 16,775,031 15,850,657 1,487,414 1,183,232 Less - Distributions to participants 14,443,029 1,033,761 3,202,411 3,347,998 4,837,628 162,251 88,209 ------------ ---------- ----------- ----------- ----------- ----------- ---------- Net additions (deductions) 55,181,696 (180,448) 12,248,144 13,427,033 11,013,029 1,325,163 1,095,023 Net assets available for benefits- beginning of year 73,576,134 8,915,757 18,463,499 19,491,063 18,200,799 1,677,205 1,181,632 ------------ ---------- ----------- ----------- ----------- ------------ ----------- Net assets available for benefits- end of year $128,757,830 $8,735,309 $30,711,643 $32,918,096 $29,213,828 $3,002,368 $2,276,655 ============ ========== =========== =========== =========== =========== ==========
Participant Directed ----------------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Managed U.S. Equity Growth Fidelity Income Index Fidelity Company Overseas GIC Participant Portfolio II Fund Fund Fund Fund Fund Fund Loans ----------------- ----------- ---------- ---------- -------- ----------- ----------- Merger of AmeriGas Propane, Inc. Pension Plan (Note 1) $ 62,820 $ 96,207 $ 174,162 $ 43,882 Participants' contributions $ 841,755 283,502 286,862 576,969 179,913 Company contributions 675,226 169,766 192,412 376,679 107,088 Investment income: Interest 164 190 210 149 81 $ 77,002 Dividends 515,672 37,750 90,155 42,342 21,154 Net appreciation in value of investments 465,414 317,293 404,016 108,932 Loan administration fees (166) (1,585) Other 25,518 5,590 5,715 12,073 3,363 (260) $ 6,842 Transfers of participants' balances, net 9,111,487 2,120,814 1,437,298 1,186,162 492,967 (3,487,065) 958,003 ----------------- ----------- ---------- ---------- -------- ----------- ----------- 11,169,656 3,145,846 2,424,567 2,772,552 957,380 (3,410,323) 964,845 Less - Distributions to participants 1,203,505 131,420 33,758 62,877 12,710 102,536 223,965 ----------------- ----------- ---------- ---------- -------- ----------- ----------- Net additions (deductions) 9,966,151 3,014,426 2,390,809 2,709,675 944,670 (3,512,859) 740,880 Net assets available for benefits- beginning of year -- -- -- -- -- 3,512,859 2,133,320 ----------------- ----------- ---------- ---------- -------- ----------- ----------- Net assets available for benefits- end of year $9,966,151 $3,014,426 $2,390,809 $2,709,675 $944,670 $ -- $2,874,200 ================= =========== ========== ========== ======== =========== ===========
The accompanying notes are an integral part of these financial statements. F - 33 35 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the AmeriGas Propane, Inc. Savings Plan (Plan) provides general information on the provisions of the Plan in effect on September 30, 1998 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan covering employees of AmeriGas Propane, Inc. (a Pennsylvania corporation, hereinafter referred to as "the Company"). The Plan covers employees of the Company having a minimum of one year of eligible service as defined in the Plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the AmeriGas Propane, Inc. Benefits Committee (Plan Administrator), whose members are appointed by the President of the Company and subject to approval by the Company's Compensation/Pension Committee. CONTRIBUTIONS. Subject to certain statutory limitations prescribed by the Internal Revenue Code (IRC), a participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 10%, in whole percentages, of eligible compensation. A participant may increase the rate of his or her contribution at any time. A participant may reduce or suspend his or her contributions at any time by calling Fidelity Institutional Retirement Services Co. (FIRSCO). The Plan also accepts on behalf of any employee, whether or not he or she has met the requirements for participation in the Plan, (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in section 401(a) of the IRC or from a "rollover" individual retirement plan described in section 408 of the IRC, or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. The Company shall contribute to the Plan an amount equal to 100% of contributions made by each eligible participant for each payroll period of up to a total of 5% of the participant's eligible compensation for each such payroll period. A participant will be eligible to receive matching contributions after he or she has completed a year of service. The Company may also contribute for each Plan year, out of its net profits, such amounts, if any, as shall be determined by its Board of Directors, in its sole discretion, to all eligible participants. A participant will be eligible to receive profit sharing contributions if he or she (a) has completed a year of service, (b) was not eligible to participate in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan as of the last day of the Plan year and (c) either (i) was actively employed or on a qualifying leave of absence on the last day of the Plan year or (ii) retired, died, F-34 36 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) or became disabled (as defined in the Plan) during the Plan year. Subject to certain limitations, the profit sharing contribution to be credited to a participant's account shall be determined by dividing the total amount of such contribution by the number of eligible Plan participants. No such amounts were contributed to the Plan for the 1998 or 1997 Plan year. Any participant who satisfies the eligibility requirements for the profit sharing contributions described in the preceding paragraph, was a participant in the former Retirement Income Plan for Employees of AP Propane, Inc. as of December 31, 1988 and had attained the age of 50 as of that date, is entitled to an additional contribution as of the last day of each Plan year as follows:
Age as of Percentage of December 31, 1988 Eligible Compensation ----------------- --------------------- 50 to 54 2% 55 to 59 3% 60 and over 4%
All contributions are invested in accordance with participant investment elections in effect on the dates of the contributions. A participant will at all times be fully (100%) vested in the portion of his or her account attributable to participant contributions. A participant is fully vested in the portion of his or her account attributable to the Company's contributions (including Company contributions previously made to the AmeriGas Propane, Inc. Pension Plan (the "Pension Plan")) upon the earlier of (i) the completion of five years of service or (ii) the attainment of normal retirement age, total disability (as defined by the Plan document) or death while in the employ of the Company or an affiliated company. For Plan purposes, a participant will attain normal retirement age on the later of his or her 65th birthday or the fifth anniversary of his or her date of hire. A participant who terminates employment before he or she is fully vested will forfeit nonvested amounts attributable to Company contributions in his account. These forfeited amounts remain in the Plan and are available to reduce future Company contributions. For the 1998 Plan year, Plan forfeitures of $425,686 were used to reduce Company contributions. During the 1998 and 1997 Plan years, $346,273 and $332,597, respectively, were forfeited from participant accounts. In addition, in conjunction with the Pension Plan Merger, as more fully described below, forfeitures of $211,376 were transferred to the Plan effective October 1, 1996. As of September 30, 1998 and 1997, there was $569,447 and $621,160, respectively, of forfeitures remaining in the Plan. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more of the following types of funds: F-35 37 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) . Fixed Income Fund This fund consists of three-year guaranteed investment contracts with insurance companies. The 1996 Plan Year contract was placed with New York Life Insurance Company. The 1995 Plan Year contract was placed with John Hancock Mutual Life Insurance Company. The investment objective of the fund is to provide a fixed rate of investment return guaranteed by the insurance companies for a specified period of time. The 1996 and 1995 Plan year contracts matured on September 30, 1998 and 1997, respectively. Effective October 1, 1996, contributions to the Fixed Income Fund were discontinued. Participant account balances in the Fixed Income Fund are liquidated and reinvested in accordance with participant elections (or, if an election is not made, the default funds described below) as the guaranteed investment contracts mature. . Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally income-producing equity securities and whose investment objective is to achieve reasonable income and capital appreciation. . Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity securities of domestic, foreign, and multinational issuers and whose investment objective is to achieve capital appreciation over an extended period of time. . Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise high-quality, short-term certificates of deposit, repurchase agreements, commercial paper or other similar short-term investments and whose investment objective is to achieve current income while maintaining a stable share price. F-36 38 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) . Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise investment-grade fixed income obligations including U.S. Government and corporate bonds and mortgage-backed securities with average maturities of three to ten years and whose investment objective is to achieve high current income. . UGI Common Stock Fund This fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in the fund that invests in such shares. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. The UGI Common Stock Fund holds a small cash position in order to allow participants to perform certain transactions on a daily basis without having to wait for the purchase or sale of UGI Common Stock to settle. During the 1998 Plan year, the range of high and low unit values were $12.72 and $8.95, respectively. During the period November 8, 1996 (the date the fund was initially unitized) to September 30, 1997, the range of high and low unit values were $11.78 and $9.03, respectively. . Fidelity Managed Income Portfolio II Fund This fund is an unaffiliated commingled pool whose investments comprise principally guaranteed investment contracts offered by insurance companies and financial institutions and whose investment objective is to provide a fixed rate of investment return guaranteed by the insurance company or financial institution for a specified period of time, generally between one and seven years. . Fidelity U.S. Equity Index Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally U.S. equity securities that broadly represent the U.S. stock market as measured by the Standard & Poor's Composite Index of 500 Stocks (S&P 500) and whose investment objective is to track the performance of the S&P 500. . Fidelity Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity and fixed income securities of domestic and foreign issuers and whose investment objective is to achieve long-term capital appreciation and current income. F-37 39 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) . Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity securities of companies with above average potential for growth and whose investment objective is to achieve capital appreciation over an extended period of time. . Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund whose investments comprise principally equity securities of foreign issuers and whose investment objective is to achieve capital appreciation over an extended period of time. Prior to October 1, 1993, participants in the former Petrolane Savings Plan could invest their contributions in the Guaranteed Investment Contract Fund (GIC Fund). The GIC Fund invested in guaranteed investment contracts offered by insurance companies which matured at varying times through April 1997. Participant account balances in the GIC Fund were liquidated and reinvested in accordance with participant elections (or, if an election was not made, the default funds described below) as group annuity contracts matured. Effective November 15, 1996, participants may transfer amounts between funds (excluding transfers from the Fixed Income Fund prior to the expiration of the investment contracts) at any time with no limit. Prior to November 15, 1996, participants could transfer amounts between funds (excluding the Fixed Income Fund prior to the expiration of the investment contracts) at any time during a calendar quarter, limited to once each quarter. Participants may change their investment elections for future contributions at any time. In the absence of a participant's Fixed Income Fund reinvestment election, during the 1998 and 1997 Plan years all amounts were reinvested in the Fidelity Managed Income Portfolio II Fund. Fidelity Management Trust Company is the Plan's trustee for all investment assets except for the investment assets of the Fixed Income Fund for which Mellon Bank, N.A. is the Plan's trustee. F-38 40 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a result of retirement, death or total disability, as defined by the Plan document, shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The Plan benefit of a participant who terminates employment for reasons other than retirement, death or total disability shall be equal to the proceeds of liquidation of the vested portion of his or her account. Distributions will generally be made in the form of a lump sum. If the value of a participant's account exceeds $3,500 and the participant is married, the participant's Pension Account and Predecessor Pension Rollover Account will be distributed in the form of a joint and survivor annuity. Under a joint and survivor annuity, the participant will receive a monthly benefit for his or her lifetime; upon the participant's death, the participant's surviving spouse, if any, will receive a monthly benefit equal to 50% of the benefit the participant was receiving. If the value of the participant's account exceeds $3,500 and the participant is not married, the participant's Pension Account and Predecessor Pension Rollover Account will be distributed in the form of a single life annuity. In lieu of a joint and survivor annuity or a single life annuity, a participant may generally elect to receive his Pension Account and Predecessor Pension Rollover Account in the form of (i) a lump sum, (ii) a single life annuity, (iii) a joint and survivor annuity with 50% or 100% of the participant's monthly payments continuing, after the participant's death, for the life of the participant's beneficiary, or (iv) installments over 5 or 10 years, as elected by the participant. Any such election will be subject to spousal consent, if applicable. Where the amount to be distributed exceeds $3,500, no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined above) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $3,500, a Plan participant's benefit will be distributed as soon as practicable after the participant's termination of employment. A participant who continues to work past age 70-1/2 may elect to defer distribution until he terminates employment. Otherwise, distributions must generally be made as soon as practicable after the participant reaches the normal retirement age as defined above. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a distribution of the proceeds of liquidation of 100% of the vested balance of the participant's account. Generally, the account will be distributed to the beneficiary as soon as practicable following the date of death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. F-39 41 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Death benefits are generally paid in the form of a lump sum. Death benefits payable to a spouse from the Pension Account and the Predecessor Pension Rollover Account are paid in the form of a single life annuity unless the spouse elects a lump sum distribution. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her account attributable to previously permitted after-tax contributions (including after-tax contributions that were matched by the Company) at any time. However, the withdrawal must be in an amount of at least $250. No more than one withdrawal in any calendar year is permitted from each of the matched and unmatched portions of a participant's after-tax contribution account. A participant may withdraw once per calendar year up to 100% of amounts attributable to participation in certain "predecessor plans" and rollover contributions from other 401(a) or individual retirement plan accounts, however the amount must be at least $500 or, if less, the total value of the applicable account. A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) only on account of financial hardship resulting from (a) medical expenses; (b) educational expenses; (c) foreclosure on a primary residence; or (d) purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. While a participant is still employed by the Company, withdrawals of amounts attributable to Company contributions, and post-1988 earnings on participant before-tax contributions, are not permitted. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (a) 50% of a participant's before-tax and rollover account balances, or (b) $50,000 less the highest balance of any loan during the prior twelve-month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $500. The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. F-40 42 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) ADMINISTRATIVE EXPENSES. Administrative expenses of the Plan are chargeable to the Plan unless paid for by the Company. The Company currently pays Plan administrative expenses other than loan administration fees which are charged to participants. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan in whole or in part at any time for any reason. In the event of a complete or partial termination of the Plan, the affected participants will become fully vested in their account balances. PLAN AMENDMENT. The Company may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with applicable legal requirements, however, may be made by an officer of the Company without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund, and a pro rata portion of unvoted shares. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. AMERIGAS PROPANE, INC. PENSION PLAN MERGER. Effective October 1, 1996, the Pension Plan was frozen and its assets were merged into the Plan (the "Pension Plan Merger"). The Pension Plan was a defined contribution plan covering certain eligible employees of the Company. The general provisions of the Plan were not affected by the Pension Plan Merger. However, in order to permit the orderly transfer and reconciliation of Pension Plan account balances, during the period September 13, 1996 through mid-November 1996, certain activities of Plan participants, including interfund transfers, loans and distributions upon termination or retirement, were suspended. 2. ACCOUNTING POLICIES Investments, other than contracts with insurance companies, are recorded at fair value generally based upon quoted market prices. The contracts with insurance companies included in the Fixed Income Fund and the GIC Fund approximate fair value and represent amounts on deposit with insurance companies plus accrued interest. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. F-41 43 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Fixed Income Fund and the GIC Fund for which distributions are based upon contract value) as of the date of distribution. Transfers of participant balances represent amounts directed by participants to be transferred among investment funds, amounts transferred as a result of the maturity of group annuity contracts, and those amounts transferred to or from the UGI Utilities, Inc. Savings Plan and other affiliated plans. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of net assets available for benefits and changes therein. Actual results could differ from these estimates. F-42 44 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. TRUST INVESTMENTS The components of trust investments by fund at September 30, 1998 and 1997 are as follows:
September 30, 1998 1997 ------------- ------------- Fixed Income Fund Group annuity contracts with insurance companies: 1996 Plan Year - 6.12% $ 3,498,512 $ 3,776,326 1995 Plan Year - 6.86% -- 4,958,983 ------------- ------------- 3,498,512 8,735,309 ------------- ------------- Fidelity Equity Income Fund (shares -- 1998 - 564,738; 1997 - 579,029) 28,011,033 30,711,643 ------------- ------------- Fidelity Magellan Fund (shares -- 1998 - 348,650; 1997 - 329,679) 34,000,364 32,918,096 ------------- ------------- Fidelity Cash Reserves Fund (shares -- 1998 - 28,120,717; 1997 - 29,213,828) 28,120,717 29,213,828 ------------- ------------- Fidelity Intermediate Bond Fund (shares -- 1998 - 352,421; 1997 - 296,678) 3,665,176 3,002,368 ------------- ------------- UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 1998 - 221,951; 1997 - 190,549) 2,173,578 2,248,474 Dividends receivable 34,106 28,181 ------------- ------------- 2,207,684 2,276,655 ------------- ------------- Fidelity Managed Income Portfolio II Fund (shares -- 1998 - 15,763,425; 1997 - 9,966,151) 15,763,425 9,966,151 ------------- ------------- Fidelity U.S. Equity Index Fund (shares -- 1998 - 105,973; 1997 - 87,859) 3,849,983 3,014,426 ------------- ------------- Fidelity Fund (shares -- 1998 - 130,825; 1997 - 79,192) 3,924,749 2,390,809 ------------- ------------- Fidelity Growth Company Fund (shares -- 1998 - 80,771; 1997 - 54,401) 3,637,906 2,709,675 ------------- ------------- Fidelity Overseas Fund (shares -- 1998 - 33,268; 1997 - 25,747) 1,035,967 944,670 ------------- ------------- Total trust investments - fair value, except for group annuity contracts which are carried at cost plus accrued interest $ 127,715,516 $ 125,883,630 -============ ============= Total trust investments - cost $ 115,306,882 $ 106,699,448 -============ =============
F-43 45 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The numbers of Plan participants with account balances by investment option at September 30, 1998 and 1997 were:
1998 1997 ---- ---- Fixed Income Fund: 1996 Plan Year contract 1,958 1,808 1995 Plan Year contract - 1,544 Fidelity Equity Income Fund 2,556 2,707 Fidelity Magellan Fund 2,795 2,880 Fidelity Cash Reserves Fund 3,553 3,946 Fidelity Intermediate Bond Fund 955 974 UGI Common Stock Fund 841 823 Fidelity Managed Income Portfolio II Fund 2,341 2,361 Fidelity U.S. Equity Index Fund 625 516 Fidelity Fund 666 594 Fidelity Growth Company Fund 906 886 Fidelity Overseas Fund 394 369 Participant loans 971 881
The total number of Plan participants with account balances at September 30, 1998 and 1997 of 5,481 and 5,707, respectively, was less than the sum of the numbers of participants shown in the schedule above because many participants invest in more than one fund. During the 1998 and 1997 Plan years, the Plan purchased, at market prices, 19,786 and 25,029 shares of UGI Corporation Common Stock directly from UGI Corporation for $521,127 and $590,117, respectively. The Plan's principal financial instruments subject to credit risk are the investments of the separate investment funds. The degree and concentration of credit risk varies by fund depending upon the type and diversity of investments. The Schedule of Assets Held for Investment Purposes depicts the types of investment funds available and the proportionate share of assets held in each particular investment option. 4. FEDERAL INCOME TAX STATUS On July 31, 1995, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of September 30, 1994 under Section 401(a) of the IRC. The Plan has since been amended, however, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the Trust) F-44 46 AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) and participants are not taxed on Company contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. 5. CHANGE IN PLAN YEAR The Compensation/Pension Committee of the Company's Board of Directors approved a change to the Plan's fiscal year from one ending on September 30 to one ending on December 31. The change in the Plan's fiscal year will result in a short plan year for the period October 1, 1998 to December 31, 1998. 6. SUBSEQUENT EVENT On February 28, 1999, the board of directors of UGI Corporation (UGI) and Unisource Worldwide, Inc. (Unisource) approved an Agreement and Plan of Merger (Merger Agreement) for a stock-for-stock transaction. Under the terms of the Merger Agreement, UGI will exchange 0.566 shares of UGI common stock for each share of Unisource common stock outstanding at the effective time of the merger. The merger is conditioned upon, among other things, the approvals of UGI and Unisource shareholders and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Canadian Competition Act. UGI and Unisource anticipate the transaction will be completed by the end of June 1999. Also on February 28, 1999, the Board of Directors of UGI determined that, in connection with the merger, UGI will sell its natural gas and electric utility operations and its energy marketing businesses. UGI has commenced seeking buyers for these businesses and expects to complete the sale of these businesses substantially for cash during fiscal 2000. The sale of UGI's gas and electric utility operations will be subject to approval by the Pennsylvania Public Utility Commission. F-45 47 AMERIGAS PROPANE, INC. SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
September 30, 1998 ------------------------------------------------------------------------- Number of Shares or Fair Value/ Principal Contract Name of Issuer and Title of Issue Amount Cost Value % (3) - --------------------------------- ------ ---- ----- --- FIXED INCOME FUND Contract with insurance company:(1) 1996 Plan Year -- New York Life - 6.12% $ 3,498,512 $ 3,498,512 $ 3,498,512 100.00% ------------- ------------- ---------- FIDELITY EQUITY INCOME FUND (2) (4) 564,738 shrs 22,348,802 28,011,033 100.00% ------------- ------------- ---------- FIDELITY MAGELLAN FUND (2) (4) 348,650 shrs 27,753,440 34,000,364 100.00% ------------- ------------- ---------- FIDELITY CASH RESERVES FUND (2) (4) 28,120,717 shrs 28,120,717 28,120,717 100.00% ------------- ------------- ---------- FIDELITY INTERMEDIATE BOND FUND (4) 352,421 shrs 3,590,091 3,665,176 100.00% ------------- ------------- ---------- UGI COMMON STOCK FUND (4) UGI Corporation Unitized Stock Fund 221,951 units 2,203,881 2,173,578 98.46% Dividends receivable $ 34,106 34,106 34,106 1.54% ------------- ------------- ---------- 2,237,987 2,207,684 100.00% ------------- ------------- ---------- FIDELITY MANAGED INCOME PORTFOLIO II FUND (2) (4) 15,763,425 shrs 15,763,425 15,763,425 100.00% ------------- ------------- ---------- FIDELITY U.S. EQUITY INDEX FUND (4) 105,973 shrs 3,443,176 3,849,983 100.00% ------------- ------------- ---------- FIDELITY FUND (4) 130,825 shrs 3,836,422 3,924,749 100.00% ------------- ------------- ---------- FIDELITY GROWTH COMPANY FUND (4) 80,771 shrs 3,586,955 3,637,906 100.00% ------------- ------------- ---------- FIDELITY OVERSEAS FUND (4) 33,268 shrs 1,127,355 1,035,967 100.00% ------------- ------------- ---------- PARTICIPANT LOANS Loan principal outstanding (7.00% - 12.70%) (4) (5) - 3,682,518 100.00% ------------- ------------- ---------- Total - all funds $ 115,306,882 $ 131,398,034 ============= ==============
- ------------------------------------------------------------------------------- (1) The 1996 Plan Year Group annuity contract is carried at cost plus accrued interest. The insurance company guarantees the repayment of principal and the crediting of interest under this contract. The timing of the remittance of participant and employer contributions, if any, and other participant-directed transactions may cause the actual yield to vary from this rate. The 1996 Plan year contract is for a three-year term. (2) Investment represents 5% or more of the net assets available for benefits. (3) Percentages represent percentage of fair value / contract value of each fund. (4) Party in interest. (5) Range of interest rates for loans outstanding as of September 30, 1998. F - 46 48 AMERIGAS PROPANE, INC. SAVINGS PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1) YEAR ENDED SEPTEMBER 30, 1998
Percent of Net Total Total Beginning Number of Number of Realized Transaction by Fund Purchases Sales Net Assets Purchases Sales Gains ------------------- ----------- ----------- ---------- --------- ----- --------- FIDELITY EQUITY INCOME FUND $ 5,556,142 $ 6,407,581 9.3% 237 217 $ 1,747,428 FIDELITY MAGELLAN FUND $ 7,431,877 $ 5,649,788 10.2% 245 224 $ 1,316,715 FIDELITY CASH RESERVES FUND $ 4,681,621 $ 5,774,588 8.1% 185 221 - FIDELITY MANAGED INCOME PORTFOLIO II FUND $ 9,949,078 $ 4,151,801 11.0% 186 216 -
(1) A transaction or series of transactions within the plan year with or in conjunction with the same person, which exceeds 5% of the net assets available for benefits as of the beginning of the plan year. F-47 49 UGI CORPORATION AND SUBSIDIARIES SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) BALANCE SHEETS (Millions of dollars)
September 30, ASSETS 1998 1997 ------ ------ Current assets: Cash and cash equivalents $ 15.2 $ 20.1 Accounts receivable 0.5 0.5 Deferred income taxes 0.2 0.2 Prepaid expenses and other current assets 0.5 0.1 ------ ------ Total current assets 16.4 20.9 Investments in subsidiaries 375.1 376.2 Other assets 2.1 4.0 ------ ------ Total assets $393.6 $401.1 ====== ====== LIABILITIES AND COMMON STOCKHOLDERS' EQUITY Current liabilities: Accounts and notes payable $ 10.3 $ 10.3 Accrued liabilities 13.1 13.2 ------ ------ Total current liabilities 23.4 23.5 Noncurrent liabilities 3.2 1.5 Common stockholders' equity: Common Stock, without par value (authorized - 100,000,000 shares; issued - 33,198,731 shares) 394.3 393.7 Accumulated deficit (17.7) (9.2) ------ ------ 376.6 384.5 Less treasury stock, at cost (9.6) (8.4) ------ ------ Total common stockholders' equity 367.0 376.1 ------ ------ Total liabilities and common stockholders' equity $393.6 $401.1 ====== ======
S-1 50 UGI CORPORATION AND SUBSIDIARIES SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) STATEMENTS OF INCOME (Millions of dollars, except per share amounts)
Year Ended September 30, ---------------------------- 1998 1997 1996 ------ ------ ------ Revenues $ -- $ -- $ -- Costs and expenses: Operating and administrative expenses 10.7 12.2 10.1 Miscellaneous income, net (10.4) (14.8) (13.4) ------ ------ ------ 0.3 (2.6) (3.3) ------ ------ ------ Operating income (loss) (0.3) 2.6 3.3 Interest income -- -- 0.1 ------ ------ ------ Income (loss) before income taxes (0.3) 2.6 3.4 Income taxes (0.1) 1.1 1.4 ------ ------ ------ Income (loss) before equity in income of unconsolidated subsidiaries (0.2) 1.5 2.0 Equity in income of unconsolidated subsidiaries 40.5 50.6 37.5 ------ ------ ------ Net income $ 40.3 $ 52.1 $ 39.5 ====== ====== ====== Earnings per common share: Basic $ 1.22 $ 1.58 $ 1.19 ====== ====== ====== Diluted $ 1.22 $ 1.57 $ 1.19 ====== ====== ======
S-2 51 UGI CORPORATION AND SUBSIDIARIES SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) STATEMENTS OF CASH FLOWS (Millions of dollars)
Year Ended September 30, ------------------------- 1998 1997 1996 ----- ----- ----- NET CASH PROVIDED BY OPERATING ACTIVITIES (a) $77.8 $77.5 $96.6 CASH FLOWS FROM INVESTING ACTIVITIES: Investments in unconsolidated subsidiaries (34.8) (74.6) (1.1) Other 2.5 20.6 (21.1) ----- ----- ----- Net cash used by investing activities (32.3) (54.0) (22.2) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of dividends on Common Stock (47.6) (47.2) (46.4) Issuance of Common Stock 8.5 11.7 11.3 Purchase of Common Stock (11.3) (19.2) (7.1) ----- ----- ----- Net cash used by financing activities (50.4) (54.7) (42.2) ----- ----- ----- Cash and cash equivalents increase (decrease) $(4.9) $(31.2) $32.2 ===== ===== ===== Cash and cash equivalents: End of period $15.2 $20.1 $51.3 Beginning of period 20.1 51.3 19.1 ----- ----- ----- Increase (decrease) $(4.9) $(31.2) $32.2 ===== ===== =====
(a) Includes dividends received from unconsolidated subsidiaries of $77.6, $75.8 and $95.2, respectively, for the years ended September 30, 1998, 1997 and 1996. S-3 52 UGI CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Millions of dollars)
Charged Balance at (credited) Balance at beginning to costs and end of of year expenses Other year ----- ----- ----- ----- YEAR ENDED SEPTEMBER 30, 1998 Reserves deducted from assets in the consolidated balance sheet: Allowance for doubtful accounts $11.3 $ 8.4 $(11.8)(1) $ 7.9 ===== ===== Allowance for amortization of deferred financing costs - Propane $ 3.8 $ 1.6 $ -- $ 5.4 ===== ===== Allowance for amortization of other deferred costs - Propane $ 3.9 $ 0.7 $ -- $ 4.6 ===== ===== Other reserves: Self-insured property and casualty liability $48.5 $11.7 $(11.7)(2) $48.5 ===== ===== Insured property and casualty liability $ 1.8 $ 2.9 $ (0.4)(2) $ 4.3 ===== ===== Environmental, litigation and other $22.6 $(4.0) $ (4.7)(2) $13.9 ===== ===== YEAR ENDED SEPTEMBER 30, 1997 Reserves deducted from assets in the consolidated balance sheet: Allowance for doubtful accounts $10.6 $11.3 $(10.6)(1) $11.3 ===== ===== Allowance for amortization of deferred financing costs - Propane $ 2.2 $ 1.6 $ -- $ 3.8 ===== ===== Allowance for amortization of other deferred costs - Propane $ 2.8 $ 1.1 $ -- $ 3.9 ===== ===== Other reserves: Self-insured property and casualty liability $47.7 $11.3 $(10.5)(2) $48.5 ===== ===== Insured property and casualty liability $19.0 $ 3.3 $(20.5)(2) $ 1.8 ===== ===== Environmental, litigation and other $16.1 $ 7.6 $ (1.1)(2) $22.6 ===== =====
S-4 53 UGI CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED) (Millions of dollars)
Charged Balance at (credited) Balance at beginning to costs and end of of year expenses Other year ----- ----- ----- ----- YEAR ENDED SEPTEMBER 30, 1996 Reserves deducted from assets in the consolidated balance sheet: Allowance for doubtful accounts $ 7.3 $10.5 $(7.2)(1) $10.6 ===== ===== Allowance for amortization of deferred financing costs - Propane $ 0.7 $ 1.5 $ -- $ 2.2 ===== ===== Allowance for amortization of other deferred costs - Propane $ 1.8 $ 1.0 $ -- $ 2.8 ===== ===== Other reserves: Self-insured property and casualty liability $48.5 $14.0 $(14.8)(2) $47.7 ===== ===== Insured property and casualty liability $11.7 $ 6.8 $ 0.5 (3) $19.0 ===== ===== Environmental, litigation and other $26.1 $(7.1) $(2.9)(2) $16.1 ===== =====
(1) Uncollectible accounts written off, net of recoveries. (2) Payments. (3) Other adjustments. S-5 54 PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) DOCUMENTS FILED AS PART OF THIS REPORT: (1), (2) The financial statements and financial statement schedules incorporated by reference or included in this Report are listed in the accompanying Index to Financial Statements and Financial Statement Schedules set forth on page F-2 through F-3 of this Report, which is incorporated herein by reference. (3) LIST OF EXHIBITS: The exhibits filed as part of this Report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing): -2- 55 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 3.1 (Second) Amended and Restated Articles of UGI Amendment No. 1 on 3.(3)(a) Incorporation of the Company Form 8 to Form 8-B (4/10/92) 3.2 Bylaws of UGI as in effect since October 27, 1998 4 Instruments defining the rights of security holders, including indentures. (The Company agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of its long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K) 4.1 Rights Agreement, as amended as of April UGI Form 8-K (4/17/96) 4.1 17, 1996, between the Company and Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights Agent, and Assumption Agreement dated April 7, 1992 4.2 The description of the Company's Common UGI Form 8-B/A 3.(4) Stock contained in the Company's (4/17/96) registration statement filed under the Securities Exchange Act of 1934, as amended 4.3 UGI's (Second) Amended and Restated Articles of Incorporation and Bylaws referred to in 3.1 and 3.2 above 4.4 Utilities' Articles of Incorporation Utilities Form 8-K (9/22/94) 4(a) 4.5 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8 among The Prudential Insurance Company of Partners, L.P. (3/31/95) America, Metropolitan Life Insurance Company, and certain other institutional investors and AmeriGas Propane, L.P., New AmeriGas Propane, Inc. and Petrolane Incorporated 4.6 First Amendment dated as of September 12, AmeriGas Form 10-K 4.5 1997 to Note Agreement dated as of April Partners, L.P. (9/30/97) 12, 1995
-3- 56 INCORPORATION BY REFERENCE 4.7 Second Amendment dated as of September AmeriGas Form 10-K 4.6 15, 1998 to Note Agreement dated as of Partners, L.P. (9/30/98) April 12, 1995 10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K 10.5 November 1, 1989 between Utilities and (9/30/95) Columbia, as modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC paragraph 61,060 (1993), order on rehearing, 64 FERC paragraph 61,365 (1993) 10.2 Service Agreement (Rate FTS) dated June Utilities Form 10-K (10)o. 1, 1987 between Utilities and Columbia, (12/31/90) as modified by Supplement No. 1 dated October 1, 1988; Supplement No. 2 dated November 1, 1989; Supplement No. 3 dated November 1, 1990; Supplement No. 4 dated November 1, 1990; and Supplement No. 5 dated January 1, 1991, as further modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC paragraph 61,060 (1993), order on rehearing, 64 FERC paragraph 61,365 (1993) 10.3 Transportation Service Agreement (Rate Utilities Form 10-K (10)p. FTS-1) dated November 1, 1989 between (12/31/90) Utilities and Columbia Gulf Transmission Company, as modified pursuant to the orders of the Federal Energy Regulatory Commission in Docket No. RP93-6-000 reported at Columbia Gulf Transmission Co., 64 FERC paragraph 61,060 (1993), order on rehearing, 64 FERC paragraph 61,365 (1993) 10.4 Amended and Restated Sublease Agreement UGI Form 10-K 10.35 dated April 1, 1988 between Southwest (9/30/94) Salt Co. and AP Propane, Inc. (the "Southwest Salt Co. Agreement")
-4- 57 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 10.5 Letter dated September 26, 1994 pursuant UGI Form 10-K 10.36 to Article 1, Section 1.2 of the (9/30/94) Southwest Salt Co. Agreement re: option to renew for period of June 1, 1995 to May 31, 2000 10.6** UGI Corporation Directors Deferred UGI Form 10-K 10.39 Compensation Plan dated August 26, 1993 (9/30/94) 10.7** UGI Corporation 1992 Stock Option and UGI Form 10-Q (10)ee Dividend Equivalent Plan, as amended May (6/30/92) 19, 1992 10.8** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q 10.4 March 8, 1996 (6/30/96) 10.9** UGI Corporation Directors' Equity UGI Form 10-Q 10.1 Compensation Plan (3/31/97) 10.10** UGI Corporation 1997 Stock Option and UGI Form 10-Q 10.2 Dividend Equivalent Plan (3/31/97) 10.11** UGI Corporation 1992 Directors' Stock UGI Form 10-Q (10)ff Plan (6/30/92) 10.12** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12 Severance Pay Plan effective January 1, (9/30/97) 1997 10.13** Change of Control Agreement between UGI UGI Form 10-K 10.13 Corporation and Lon R. Greenberg (9/30/97) 10.14** Form of Change of Control Agreement UGI Form 10-K 10.14 between UGI Corporation and Mr. Bunn (9/30/97) 10.15** Form of Change of Control Agreement UGI Form 10-K 10.15 between UGI Corporation and each of (9/30/97) Messrs. Bovaird, Cuzzolina, Hall and Mendicino 10.16** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16 (9/30/97) 10.17** UGI Corporation Supplemental Executive UGI Form 10-Q 10 Retirement Plan Amended and Restated (6/30/98) effective October 1, 1996
-5- 58 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 10.18 Amended and Restated Credit Agreement AmeriGas Form 10-K 10.1 dated as of September 15, 1997 among Partners, L.P. (9/30/97) AmeriGas Propane, L.P., AmeriGas Propane, Inc., Petrolane Incorporated, Bank of America National Trust and Savings Association, as Agent, First Union National Bank, as Syndication Agent and certain banks 10.19 First Amendment dated as of September 15, AmeriGas Form 10-K 10.2 1998 to Amended and Restated Credit Partners, L.P. (9/30/98) Agreement 10.20 Intercreditor and Agency Agreement dated AmeriGas Form 10-Q 10.2 as of April 19, 1995 among AmeriGas Partners, L.P. (3/31/95) Propane, Inc., Petrolane Incorporated, AmeriGas Propane, L.P., Bank of America National Trust and Savings Association ("Bank of America") as Agent, Mellon Bank, N.A. as Cash Collateral Sub-Agent, Bank of America as Collateral Agent and certain creditors of AmeriGas Propane, L.P. 10.21 General Security Agreement dated as of AmeriGas Form 10-Q 10.3 April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95) L.P., Bank of America National Trust and Savings Association and Mellon Bank, N.A. 10.22 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q 10.4 April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95) L.P., Bank of America National Trust and Savings Association as Collateral Agent and Mellon Bank, N.A. as Cash Collateral Agent 10.23 Restricted Subsidiary Guarantee dated as AmeriGas Form 10-Q 10.5 of April 19, 1995 by AmeriGas Propane, Partners, L.P. (3/31/95) L.P. for the benefit of Bank of America National Trust and Savings Association, as Collateral Agent
-6- 59 INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT 10.24 Trademark License Agreement dated April AmeriGas Form 10-Q 10.6 19, 1995 among UGI Corporation, AmeriGas, Partners, L.P. (3/31/95) Inc., AmeriGas Propane, Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P. 10.25 Trademark License Agreement, dated April AmeriGas Form 10-Q 10.7 19, 1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95) AmeriGas Partners, L.P. and AmeriGas Propane, L.P. 10.26 Agreement dated as of May 1, 1996 between AmeriGas Form 10-K 10.2 TE Products Pipeline Company, L.P. and Partners, L.P. (9/30/97) AmeriGas Propane, L.P. 13.1 Pages 13 through 43 of 1998 Annual Report to Shareholders 13.2 Amendment No. 1 on Form 8-K/A to Form 8-K dated July 11, 1997 21 Subsidiaries of the Registrant 23.1 Consent of Arthur Andersen LLP re: Financial Statements of UGI Corporation 23.2 Consent of Arthur Andersen LLP re: Financial Statements of AmeriGas Propane, Inc. 23.3 Consent of PricewaterhouseCoopers LLP *23.4 Consent of Arthur Andersen LLP re: Financial Statements of UGI Utilities, Inc. Savings Plan and AmeriGas Propane, Inc. Savings Plan 27 Financial Data Schedule
* Filed herewith. ** As required by Item 14(a)(3), this exhibit is identified as a compensatory plan or arrangement. (b) Reports on Form 8-K: The Company did not file any Current Reports on Form 8-K during the last quarter of the fiscal year ended September 30, 1998. -7- 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned. UGI CORPORATION Date: March 29, 1999 By: s/Anthony J. Mendicino ----------------------------- Anthony J. Mendicino Vice President - Finance and Chief Financial Officer -8- 61 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 23.4 Consent of Arthur Andersen LLP
EX-23.4 2 CONSENT OF ARTHUR ANDERSEN, LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports dated March 19, 1999, on our audits of the financial statements and supplemental schedules of the AmeriGas Propane, Inc. Savings Plan for the years ended September 30, 1998 and 1997 and the financial statements and supplemental schedules of the UGI Utilities, Inc. Savings Plan for the years ended September 30, 1998 and 1997, included in UGI Corporation's Annual Report on Form 10-K (as amended by Form 10-K/A, Amendment No. 1) for the fiscal year ended September 30, 1998, into UGI Corporation's previously filed Form S-8 Registration Statement No. 33-47319; Form S-3 Registration Statement No. 33-78776; Form S-8 Registration Statement No. 33-61722; Form S-8 Registration Statement No. 333-22305, Form S-8 Registration Statement No. 333-37093 and Form S-4 Registration Statement No. 333-75089. /s/ Arthur Andersen LLP Arthur Andersen LLP Chicago, Illinois March 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----